Communication By Conduct - Implied Contracts

15. Where the terms of a contract are shown by the acts of the parties, the contract is said to be implied. It is, however, implied as a matter of fact. There is an agreement in fact, evidenced by acts.

From what has already been said as to the possible forms of offer and acceptance, it will have been seen that conduct may take the place of written or spoken words in the making of contracts.4

If a person asks another to perform a service for him for compensation, the latter may accept the offer simply by performing the service, unless a particular form of acceptance is prescribed in the offer. His acceptance is inferred or implied from his conduct.5

Again, if a person allows another to work for him under such circumstances that no reasonable man would suppose that the latter means to do the work for nothing, he will be liable to pay for it. The doing of the work is an offer; the permission to do it, or acquiescence in its being done, is the acceptance. The offer and acceptance are inferred or implied as a matter of fact from the circumstances.6

So, also, if a person sends goods to another, not under such circumstances as reasonably to lead the latter to suppose them a gift, and the latter uses or consumes them, he will be liable on an implied promise to pay what the goods are reasonably worth. The offer is made by sending the goods; the acceptance, by their use or consumption, which is in fact a promise to pay their price.7 In like manner, a subscriber to a newspaper or magazine remains liable for the subscription price so long as he takes or receives the publication from the post office, even though he has directed the publisher to discontinue it.8

Where conduct is relied on as constituting acceptance, it must be something more than mere silence; it must be silence under such circumstances as to amount to acquiescence or assent.9